EXHIBIT 10.3
LIMITED WAIVER WITH RESPECT TO AMENDED AND
RESTATED CREDIT AGREEMENT
This LIMITED
WAIVER WITH RESPECT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
“ Waiver ”) is entered into as of this 31st day
of March, 2005, by NAVARRE CORPORATION, a Minnesota corporation
(“ Borrower ”), the Credit Parties signatory
hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, as agent (the “Agent”) for itself and the
Lenders under and as defined in the Credit Agreement (as
hereinafter defined), and the Lenders. Unless otherwise specified
herein, capitalized terms used in this Waiver shall have the
meanings ascribed to them by the Credit Agreement.
RECITALS
WHEREAS, the
Borrower, the Credit Parties, the Agent and the Lenders have
entered into that certain Amended and Restated Credit Agreement,
dated as of June 18, 2004 (as amended, supplemented, restated
or otherwise modified from time to time, the “ Credit
Agreement ”); and
WHEREAS, the
Borrower, the Credit Parties, the Agent and the Lenders have agreed
to waive certain provisions of the Credit Agreement as set forth
herein.
NOW
THEREFORE, in consideration of the foregoing recital, mutual
agreements contained herein and for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Credit Parties, the Agent, and
Lenders hereby agree as follows:
SECTION 1. Limited
Waivers . As long as
no Default or Event of Default has occurred and is continuing at
the time of the Encore Stock Purchase (as defined below) and after
giving effect thereto, the Agent and the Lenders hereby waive the
provisions of Sections 6.2 and 6.5 of the Credit
Agreement to the extent, and solely to the extent, necessary to
permit the purchase by Borrower all of the Stock of Encore Software
owned by Michael Bell on or prior to April 15, 2005 for an
aggregate purchase price consisting solely of (i) an amount
not to exceed $3,400,000 payable in cash, and (ii) 300,000
shares of unregistered common Stock of Borrower, in each case
pursuant to and in accordance with a stock purchase agreement and
other related agreements, documents, opinions, certificates, and
other instruments, each of which shall be in form and substance
satisfactory to the Agent (the foregoing transaction is referred to
herein as the “ Encore Stock Purchase ”);
provided , that promptly upon the consummation of the Encore
Stock Purchase, (a) Borrower shall pledge to the Agent, for
the benefit of the Agent and the Lenders, all of the Stock acquired
by Borrower pursuant to the Encore Stock Purchase as additional
collateral security for the Obligations pursuant to documentation
in form and substance satisfactory to the Agent and
(b) deliver to the Agent the original copy of the share
certificate representing such pledged Stock acquired by Borrower
pursuant to the Encore Stock Purchase and the related undated,
blank stock power. The parties hereto agree that this
Section 1 amends and restates in its entirety
Section 1(b) of that certain Limited Waiver With
Respect To Credit Agreement, dated as of March 15, 2005, by
and among the Agent, the Lenders, the Borrower and the Credit
Parties.
